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Tree House Education & Accessories Ltd.

BSE: 533540 Sector: Others
BSE 00:00 | 29 Sep 13.61 0.45






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OPEN 13.41
VOLUME 12665
52-Week high 20.95
52-Week low 7.32
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.41
CLOSE 13.16
VOLUME 12665
52-Week high 20.95
52-Week low 7.32
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tree House Education & Accessories Ltd. (TREEHOUSE) - Director Report

Company director report

Dear Members

Your directors take great pleasure in presenting the Fifteenth Annual Reportof businessand operationsof your company along with Audited Standalone and Consolidated FinancialStatements for the financial year ended March 31 2021.


The Financial Performance of your Company for the financial year ended March 31 2021is summarized below:

(Rs. In Lakhs)
Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Total Revenue 563 952 563 952
Expenditures excluding depreciation 1258 911 1259 911
Profit before Depreciation and Tax (695) 41 (696) 41
Depreciation 2465 2910 2465 2910
Net Profit Before exceptional Items and Tax (3160) (2869) (3161) (2869)
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Nil Nil (1) (1)
Exceptional Items (882) Nil (882) Nil
Net Profit Before Tax (4042) (2869) (4044) (2870)
Provision for Tax 13 55 13 55
Profit after Tax (4029) (2815) (4031) (2815)
Proposed Dividend on equity Shares Nil Nil Nil Nil
Tax on Dividend Nil Nil Nil Nil
Balance Carried to Balance Sheet (4029) (2815) (4031) (2815)
Paid up Share Capital 4231 4231 4231 4231
Reserves & Surplus (excluding revaluation
reserve) 24332 28362 24669 28699

*previous year figures have been regrouped/rearranged wherever necessary.


The company has generated revenue from operations of Rs.529 Lakhs for the currentFinancial Year as compared to Rs. 276 Lakhs in the Previous Year. The Net Loss for thecurrent Financial Year increased to Rs.4029 Lakhs as against Rs.2815 lakhs reported inthe Previous Year. The increase in loss for the current financial year is mainly due toimpairment loss of financial assets and on account of sale of assets during financial year2019-20.

In accordance with the provisions contained in section 136 of the Companies Act 2013("the Act") the Annual Report of the Company containing Notice of the AnnualGeneral Meeting Consolidated and Standalone Financial Statements Report of the Auditor'sand Board of Directors thereon are available on the website of the Company atwww.treehouseplaygroup.netFurther a detailed analysis of Company's performance isincluded in the Management Discussion and Analysis Report ("MDAR") which formspart of this Annual report.


The Company has not transferred any amount to the Reserves for the financial year endedMarch 31 2021. The closing balance of the retained earnings of the Company for F.Y.2020-21 after all appropriation and adjustments was Rs. (22455)lakhs.(previous yearRs.(18426) lakhs.)


Your company does not have any subsidiary company. However the Company has oneassociate Company viz. J T Infrastructure Private Limited.

Further the report on the performance financial position and overall contribution tocompany's profitability of each of the subsidiaries associates and joint ventures andsalient features of the financial statements in the prescribed Form AOC-1 is marked andannexed as "Annexure A" to this report.


The Company has incurred a huge loss during the year. Hence board does not recommendany dividend on the equity shares of the Company for the year under review.


During the year under review no changes took place in the Share Capital of theCompany. The issued subscribed and paid up Equity Share Capital of the Company as on 31stMarch2021 is INR 423107240 (Indian Rupees Forty two crores thirty one lacs seventhousand two hundred and forty only) comprising of 42310724 Equity Shares of Rs. 10/each.


The Board of directors has laid down internal financial controls to be followed by theCompany for ensuring the orderly and efficient conduct of its business and the saidinternal financial controls are adequate and are operating effectively. Internal Auditsare regularly carried out to review the internal financial controls and the Internal AuditReports along with recommendations contained therein are reviewed by the Audit Committee.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.


The provisions of section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company as no transactions of such nature has been undertaken orentered into by your company.


Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under sections 73 and 74 of the Companies Act2013 read together with the Companies (Acceptance of Deposits) Rules 2014 was outstandingas on the date of the Balance Sheet.


Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 in relation to the Audited Financial Statements for the FinancialYear 2020-21. Your Directors confirm that:

a) The Financial Statements of the Company for the year ended March 31 2021 have beenprepared on a going concern basis following applicable Indian accounting standards andthat no material departure have been made from the same;

b) In the preparation of the annual accounts for the financial year ended March 312021 the applicable Indian accounting standards have been followed along with properexplanation relating to material departures;

c) Directors have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your company as at March 31 2021and of the profitsand loss of the company for financial year ended March 31 2021.

d) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 to safeguard theassets of the Company and for preventing and detecting fraud and other irregularities.

e) Requisite internal financial controls laid down and that financial controls areadequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws inplace and that such systems were adequate and operating effectively.


Your Company's Board comprises of mix of executive and non-executive directors withconsiderable experience and expertise in various fields and business strategy. The detailsof the directors and their meetings held during the year have been given in the CorporateGovernance Report which forms part of this report.

The list of Directors & Key Managerial Person's of the Company as on March 312021are as follows:

1. Mr.Suraj Manghnani (DIN: 06625583) Independent Director.

2. Mr.Deepak Valecha (DIN: 07736480) Independent Director.

3. Mr.Jugal Shah (DIN: 08334114) Executive Director & Chairman.

4. Mrs.Babita Bhatia (DIN: 08767969) Non-Executive Non-Independent Woman Director.

5. Ms.Nidhi Busa (DIN: 08792362) Non-Executive Independent Woman Director.

6. Mr.Milin Ramani (DIN: 07697636) Non-Executive Independent Director.

7. Mr. Rajesh Bhatia (PAN: AAHPB9438N) Chief Executive Officer (CEO).

8. Mr.Navin Kumar Mane (PAN: ATBPK9664Q) Chief Financial Officer (CFO).

9. Ms.Guddi Bajpai (PAN: AWYPB2768G) Company Secretary & Compliance Officer. a)Changes in Directors and Key Managerial Personnel's:

During the year under review the following changes took place in the directors and keymanagerial personnel's;

1. Mrs. Babita Bhatia (DIN: 08767969) was appointed as Additional Non- Executive NonIndependent Woman Director of the Company w.e.f. June 23 2020 and was regularised asNon- Executive Non Independent Woman Director in 14th Annual General Meeting held onNovember 21 2020.

2. Ms.Nidhi Busa (DIN: 08792362) was appointed as Additional Non- Executive IndependentWoman Director of the Company w.e.f. 01st September 2020 and was regularised as Non-Executive Independent Woman Director in 14th Annual General Meeting held on November 212020.

3. Mr.Milin Ramani (DIN: 07697636) was appointed as Additional Non- ExecutiveIndependent Director of the Company w.e.f. 01st September 2020 and was regularised asNon- Executive Independent Director in 14th Annual General Meeting held on November 212020.

Pursuant to provisions of section 152 of the Companies Act 2013 and subject toArticles of Association Mrs. Babita Bhatia (DIN: 08767969)Non- Executive Non IndependentWoman Director of the Company is liable to retire by rotation at an ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.The Board hasrecommended for the same. Details about the directors being appointed and/or re-appointedare given in the Notice of the 15thAnnual General Meeting being sent to the members alongwith the Annual Report.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of section 164 of the Companies Act 2013. During the year under reviewthe Non-Executive Directors of the Company had no pecuniary relationship or transactionswith the Company other than sitting fees commission perquisites and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board / Committeesof the Company.

b) Declaration by Independent Director(s)

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of section149(6) of the Companies Act 2013 and there is no change in the circumstances as on thedate of this report which may affect their respective status as an independent director.Inthe opinion of the board the independence directors possess the requisite expertise andexperience and are the person of integrity and repute. Your Board confirms that in itsopinion the independent directors fulfil the conditions prescribed under the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("the SEBI Listing Regulations") and they are independent of themanagement. All the independent directors on the Board of the Company have complied withthe provisions of Section 150 of the Companies Act 2013 read with rules framedthereunder.

Furthermore a brief profile of each of these Independent Directors nature of theirexpertise in specific functional areas and names of the Companies in which they holdDirectorships and/or membership/chairmanship of Committees of the Board as stipulatedunder specified regulation of the SEBI Listing Regulations is given in the CorporateGovernance Report which is forming part of this Report.

c) Annual Evaluation of the Board

Evaluation of the directors is done on an annual basis. The process is led by theNomination and Remuneration Committee with specific focus on the performance vis-a-vis theplans meeting challenging situations performing leadership role within and effectivefunctioning of the Board. The evaluation process also involves Self-Evaluation by theBoard Member and subsequently assessment by the Board of Directors and also considers thetime spent by each of the directors accomplishment of specific responsibilities andexpertise conflict of interest integrity of director active participation andcontribution during discussions.

d) Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act can be assessed on the link.

e) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Bank as well as with the nature of industry and business model of the company throughvarious internal programmes and through presentations on economy & industry overviewkey regulatory developments strategy and performance which are made to the Directors fromtime to time.


The details of Board Meetings held during the year attendance of the directors at themeetings and constitution of various Committees of the Board are included separately inthe Corporate Governance Report which forms part of this report.


Your Company has complied with Regulation 34 of the SEBI Listing Regulations. Aseparate report on Corporate Governance as stipulated under Regulation 34 of the SEBIListing Regulations along with Independent Auditor's Certificate on compliance with theCorporate Governance forms part of this Annual Report.


A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.


Disclosure of the ratio to the remuneration of each director to the median employee'sremuneration and other details required pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure B".


During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.


a) Statutory Auditors

The Statutory Auditors M/s. S. Dedhia & Co. Chartered Accountants having ICAI FirmRegistration No. 117695W was appointed in 11th Annual General Meeting to hold office tillconclusion of 16th Annual General Meeting (i.e. for a term of five consecutive years)subject to ratification in appointment by the members at every Annual General Meeting. Therequirement to place the matter relating to ratification in appointment of Auditors byMembers at every Annual General Meeting is done away vide notification dated May 7 2018issued by the Ministry of Corporate Affairs New Delhi. Accordingly no resolution isproposed for ratification of appointment of Auditors.

M/s. S. Dedhia & Co. Chartered Accountants have expressed their willingness tocontinue as Statutory Auditors of the Company and have submitted a certificate confirmingthat their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Independent Auditors' Report of M/s. S. Dedhia & Co. on the FinancialStatements of the Company for the Financial Year 2020-21is a part of the Annual Report.There are no qualifications reservations or adverse remarks or disclaimers made by M/s.S. Dedhia & Co. in their Report dated June 25 2021.Further the Auditors of theCompany have not reported any fraud as specified under section 143(12) of the CompaniesAct 2013.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Kaushal Doshi & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year endedMarch 31 2021.

The Secretarial Audit Report is annexed herewith as "Annexure C". Thequalifications / observations made by M/s Kaushal Doshi & Associates in their Reportare self explanatory.

c) Cost Auditors

The company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 and accordingly suchaccounts and records are made and maintained by the Company. The Board of Directors hadappointed M/s. Kishore Bhatia & Associates Cost Accountants as the Cost Auditors ofyour Company for the financial year 2020-21 to conduct the audit of the cost records ofyour Company.

Pursuant to Section 148 and other applicable provisions if any of the Companies Act2013 read with Companies (Cost record and Audit) Rules 2014 the Board of Directors ofyour Company has appointed M/s. Kishore Bhatia & Associates Cost Accountants as theCost Auditor for the financial year 2021-22 on the recommendations made by the Auditcommittee. The remuneration proposed to be paid to the Cost Auditor subject to theratification by the members at the ensuing AGM would be not exceeding INR 20000 (RupeesTwenty Thousand Only) excluding taxes and out of pocket expenses if any. Your directorsrecommend the ratification in remuneration payable to the Cost Auditors of the Company atensuing Annual General Meeting.

Your company has received consent from M/s. Kishore Bhatia & Associates CostAccountants to act as the Cost Auditor of your company for the financial year 2021-22along with certificate confirming their Independence.

Further the Company has made an application to Ministry of Corporate Affairs("MCA") for claiming exemption under section 148 of the Companies Act 2013 asthe provisions of Cost Audit are not applicable to the Company from F.Y. 2020-21 onwards.The Company is yet to receive clarification from MCA in this regard and on directions ofthe MCA the Company will be complying with the provisions of Cost Audit from F.Y. 2020-21onwards.

d) Internal Auditor:

M/s.Dharmesh Parekh & Associates. Practicing Chartered Accountant Mumbaiperformed the duties of internal auditors of the company for the Financial Year 2020-21and their report is reviewed by the audit committee from time to time.


Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2020-21 is available on Company'swebsite at


During the Financial Year 2020-21 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions section188 of the Companies Act 2013 and Rules made thereunder read with Regulation 23 of theSEBI Listing Regulations 2015. However the Company has not entered into any materialrelated party transactions under the SEBI Listing Regulations 2015 read with section 188of the Companies Act 2013; therefore Form AOC-2 does not form part of this report.

The details of the related party transactions as required under "Ind. As 24"are set out in Note Nos. 33 to the standalone financial statements forming part of thisAnnual Report.

The Policy on related party transactions may be accessed on the Company's website at alink:


In Compliance with Section 177(9) of the Companies Act 2013 read with Regulation 22 ofthe SEBI Listing Regulations the Company has adopted a vigil mechanism/Whistle BlowerPolicy. The Company's vigil mechanism/ Whistle blower Policy aims to provide theappropriate platform and protection for Whistle Blowers to report instances of fraud andmismanagement if any to promote reporting of any unethical or improper practice orviolation of the Company's Code of Conduct or complaints regarding accounting auditinginternal controls or suspected incidents of violation of applicable laws and regulationsincluding the Company's code of conduct or ethics policy or Code of Conduct for Preventionof Insider Trading in the Company Code of Fair practices and Disclosure. The VigilMechanism provides a mechanism for employees of the Company to approach the Chairman ofthe Audit Committee of the Company for redressal.

The Policy on Vigil Mechanism & Whistle Blower may be accessed on the Company'swebsite ata


The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and brief view of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis Report.


The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. The processes andcontrols are reviewed periodically. The Company has a mechanism of testing the controlsare regular intervals for their design and operating effectiveness to ascertain thereliability and authenticity of financial information. During the year such controls weretested and no reportable material weakness in the design or operation was observed.


The Company does not come under the purview of the provisions of section 135 of theCompanies Act 2013 read with the rules prescribed therein relating to Corporate SocialResponsibility.


The operations of the Company are entirely service based and the Company is non-energyintensive organization. Conservation of energy and technology absorption informationpursuant to section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is not applicable to the Company.

However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety.

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL


Your Company treats its "human resources" as one of its most importantassets.

The Directors wish to place on record their appreciation and acknowledgment of theefforts and dedication and contributions made by employees at all levels during the yearunder review. The Company continues to focus on attracting new talent & help them toacquire new skills explore new roles and realize their potential.


There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and redressal.) Act 2013.The Company has complied withprovisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Reddressal) Act 2013and also filed its Annual Report as required under the said Act.The Company has a qualified Internal Committee who along with the external member reviewthe policy and framework on a regular basis. Additionally the company ensures that everynew employee undergoes an awareness program which will sensitise them to uphold thedignity of their colleagues at workplace particularly with respect to prevention ofsexual harassment.


During the period under review your Company had Rs.38296/- lying in unpaid orunclaimed dividend account for a period of seven years out of which Rs.15303 was requiredto be transferred to investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has already filed thenecessary forms and uploaded the details of unpaid and unclaimed amounts lying with theCompany as on the date of last AGM (i.e. November 21 2020) with Ministry of CorporateAffairs.

Further the Members may note that the Company will be transferring theun-paid/unclaimed dividend and the respective shares to the IEPF Authority for itsun-paid/unclaimed dividend account of the financial year 2013-14 which is due in October2021. The Company has sent individual correspondence to respective shareholders andpublished newspaper advertisement for claiming the un-paid/unclaimed dividend in respectof which dividend has not been en-cashed or claimed by the shareholders for 7 consecutiveyears or more. The shareholders are once again requested to claim their un-paid/unclaimeddividend to avoid the transfer to IEPF.

Members who have not yet en-cashed their Final Dividends for financial year 2013-14 and2014-15 and thereafter are requested to make their claims to the Company / RTA. Membersare requested to quote folio numbers / DP ID Client ID in all their correspondence.


During the year the Company did not grant any Employees Stock Option Scheme. Howeverthe Details of ESOP Scheme as required under Rule 12(9) of Companies (Share Capital andDebentures) Rules 2014 and as required to be provided under the Securities and ExchangeBoard of India(Share Based Employee Benefits) Regulations 2014 as on March 31 2021 areavailable on website of the company and can be assessed at link:-


In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Chief Executive Officer and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained and annexed as "Annexure D" to this Report.


Impact of Covid 19 on the Company has been explained in Management Discussion andAnalysis Report which forms part of this report.


The Company does not have any equity shares with differential rights.;

During the year your Company has not issued any sweat equity shares. Therefore nodisclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures)Rules 2014;

During the year under Report no funds were raised through preferential allotment orqualified institutional placement.

The Company has received an order from Securities Appellate Tribunal("SAT")Mumbai dated November 07 2019 Appeal No. 78 of 2019 where it has quashed and set asidethe impugned orders (both the confirmatory order dated November 16 2018 and ad interim exparte order dated March 7 2018) restraining the appellants (i.e. the Company RajeshBhatia Geeta Bhatia Giridharilal Bhatia Vishal Shah and Hiten Trivedi) from dealing inthe securities market in any manner. However direction relating to forensic audit of TreeHouse was upheld.

Further as ordered by SAT the Company is fully cooperating with the forensic Auditorto enable the Auditor to carry out and complete the forensic audit at the earliest.

There were no material changes and commitments occurred between and the end offinancial year of the company affecting the financial position of the Company. Furtherthere has been no change in the nature of business of the Company. However due to Covid19 company has adapted to online education due to closure of all physical pre-schoolcentres. In addition post financial year the Board of Directors of the Company onrecommendation of the Audit Committee has resolved to sell dispose or write off ofmovable assets of the Company lying with company from many years in different closed owned& franchisee converted centres and in warehouse of the Company amounting to Rs.693873714/- subject to the approval of shareholders at ensuing Annual General Meeting.

The Company has complied with Secretarial Standards on meetings of the Board ofDirectors and on General Meetings issued by the Institute of Company Secretaries of Indiain terms of Section 118(10) of the Companies Act 2013.


Your Board takes this opportunity to express their sincere appreciation for theexcellent patronage received from the shareholders investors bankers customersbusiness partners vendors financial institutions regulatory government authorities andother stakeholders for the continued enthusiasm total commitment dedicated efforts ofthe executives and employees of the Company at all levels during the year under review.

The Directors also thank the Government of India Governments of various states inIndia and concerned Government departments and agencies for their co-operation. TheDirectors deeply regret the losses suffered due to the Covid-19 pandemic.

For and on behalf of the Board

Tree House Education and Accessories Limited

Sd/- Sd/-
Jugal Shah Deepak Valecha
Executive Director Independent Director
(DIN: 08334114) (DIN: 07736480)
Date: 12th August 2021
Place: Mumbai